A Special Core
by Aibyouka.Mew
Summary: Chell comes back to Aperture not wanting to face the outside world while GLaDOS invests her time into the world of human emotions. With a back up of Caroline further studied, it's reveals the creation of something that will change both of their lives.
1. Chapter 1

Chell sat on a rather pitiful looking, burnt companion cube. The sky turning multiple hues of a usual sunset. Her reddened, slightly burnt face was in awe. She never left the area of the shack that she was recently tossed out of, she was too in engrossed in the sunlight and the movement of the clouds. She let out a calm, quiet sigh as the last of the sun was creeping behind the horizon. As if she came out of a drunken stupor, her head and eyes darted around where she was sitting, rotating on the cube. Her face showed worry, annoyance, and slyness. She hopped off the cube.

She stared at the shack door, shaking her head. She started questioning her 'freedom' or 'doom', depending who described it. She took another long look in all directions, even behind the shack. There is no sign of any civilization, just what seemed like a wheat field that would go on forever. She tilted her head, as if weighing her options. Go in search of shelter, food? Or sneak back into Aperture? She didn't want to die outside, what if she couldn't find anything before her body gave out while searching? It's not like she had a meal recently, or fluid for that matter.

Chell shrugged and opened the shack door, a chilly breeze of fake air and familiar smells rushed out, a small smile crept on Chell's face. She knew nothing of outside Aperture, she wasn't about to die from the sun and lack of food. She knew plenty of food storages down-below, how to avoid GLaDOS' cameras, and she still had her long fall boots on; she had more confidence in staying underground than being outdoors. Even if there was a spiteful, killer computer down inside. Chell peered over the edge, the elevator was no where in sight, but she found that to be of her advantage. She carefully lowered herself into the dimly lit shaft.

* * *

><p>GLaDOS didn't waste anytime getting back to her business after she did away with the troublesome human that constantly ruined her science center. Her focus was on her two android testers. At least it was, when she last took them apart she didn't bother putting them back together. Whatever equivalent to being bored a high-tech AI can experience, this was it. It wasn't the test solving, she somewhat enjoyed that, but that's not what she was after. The two androids were exhibiting human emotions, showing need, worry, happiness..<p>

Without any other goals, and testing obviously out since it's rather dull and pointless without a real human, GLaDOS had decided to continue on a project that has been long halted, ever since she decided to "get mad" at the occupants that once inhabited the center and released neurotoxin throughout the facility.

Silently and swiftly a claw snaked its way from out under the large machine that housed the AI, it made its way towards a seemingly random spot the floor, as it stopped, the panels of the floor opened up off to the side as a long rectangle crate arose from the newly created hole. It was an old crate, the wood look well aged, as if it would fall apart at anytime. And that's pretty much what it did as the claw dropped it's weight on top of the box. When the sides of the box gave way, and a large amount of what seemed like packing filler flowed all over the floor, a pale human figure rolled ungracefully from the mess.

The claw that opened the box quickly scooped up the android by the waist, it's pale body limp, it's long white hair covering the face, and much of its body as it slumped over, facing the floor.

"Morons.", GLaDOS almost seemed to growl the statement. She was displeased with the way the android was packed. It's long hair was in tangles, dust covered most of it's body, and small packing material had given her a meaningless task to take care of. GLaDOS turned her body around as more panels rose from the floor, forming a table of sorts, the claw gently laid the android down upon it.

"This coding is horrible!", the robot was going through massive amounts of coding of an old program for the android, rewriting bits of pieces, even using some code she acquired from The Cooperative Testing Initiative. "If they were to put me into..", GLaDOS stopped mid-sentence, her sensors detecting movement from inside the center. "You have got to be kidding me..", the sound of annoyance was heard from her, until a few moments passed as her yellow optic glanced about at the android. "Oh, this will be fun. Very fun."

* * *

><p>Chell wiped a bead of sweat off her brow. She had been climbing for quite a while, inside access tunnels, staying near the still damaged parts of Aperture to avoid cameras and sensors. She had a rough idea where she was, deep down she worried were her exact location was, fearing that a miss step on top of a testing room or an office would set off the sensors. She took her steps carefully, until she came to a dead stop as the feel of the floor changed. She looked ahead, straining to see in the dark, noting the metal hinges, it was the moveable panels she so easily remembered being used to construct various hallways and test chambers.<p>

_'Not good.'_

Chell carefully took her foot off the panel, holding her breath nervously. She had a theory on the panels, knowing the no-so-friendly AI could move them at will, she could probably feel if someone were to touch them, or at least be alerted to the fact.

_'Slow..'_

As she took her step back, she heard a sound she was familiar with. The panel started to move.

_'Nononono!'_

She spun around quick, taking a large step to pick up instant speed. This failed, as she was still concentrated briefly on the panel she first stepped on, not realizing only that panel had sprang upwards to block her way, but the one right in her path also had.

_'Wha.. ow!'_ Chell ran right into a panel that was now flipped vertical. She staggered back, slightly disorientated, she noticed it was too late to do anything, all four sides were blocking her in now. In a panic she started grabbing at what were small walls to her. Silence came, but briefly, as the panel under her started to move, but strangely slower than the others, like it was teasing her. She had took a glimpse of what was under it, hoping for a lighted room. She saw nothing, just complete darkness. Chell's heart started pounding, she tried to see if her arms were long enough to prop herself up on opposite walls, to keep from falling, but they were too far apart. Chell took in a deep breath, and decided it would be best to just ready herself to jump, and hope there was a landable surface.

Chell landed with a graceful step. Her long fall boots had once again saved her from bone crushing injuries, even though the fall wasn't all that high. She looked up at where she had fallen from just in time to see the panel close, locking any bit of light out of the room. She braced herself were she stood, not knowing where she was, or what was around her. A minute had passed, until the silence was broken.

"I don't think you understood when I threw you out out my facility." GLaDOS finally talked. Chell noticed it didn't come from.. everywhere. Was the speakers broken in this place? Usually the sound came from every direction from multiple sources, this was, different.

"As much as it is impossible, I'm glad you came back." GLaDOS voice was coming from a different direction this time, Chell's head turned as she found the new direction of the voice.

The darkness was starting to get to her. She was never afraid of the tests she's had to endure, or the insane AI spewing toxins and turrets at her. This was different, she couldn't see.

"There are tests to be done," the AI continued. "Except these will be a little different.." Chell was still following the voice, she stood defensively. Her breath and pulse were faster than they have ever been. She didn't know if she was just genuinely scared, or it was the adrenal vapors in the air, perhaps both.

Chell could almost feel something directly in front of her, as if someone where watching her, invading her space. At that moment, two luminous, beautiful yet eerie, yellow eyes started glowing inches from her face. In a panic she swung her hand out, only for it to be grasped and held firmly in place.

"This is not part of the test protocol." GLaDOS' stern voice loudly rang from in front of a very confused Chell, who was now pulling her arm to escape what it was that had her wrist. The grip on her wrist only tightened, making Chell more frantic as the pain worsened, and more disorientated from the darkness around her.

"Please refrain from.." GLaDOS stopped mid-sentence as Chell faintly cried something unintelligible, she felt stunned as surge flowed through her.

The AI was silent, speechless, then she spoke again. "And here I thought you were a mute lunatic.. well, you still are a lunatic, and a monster."

Chell slumped over, trying to hide her face with her free hand from the overly bright, hot, lights that filled the room, she was briefly reminded of the sun she sat under only hours before. She struggled to open her eyes. All she could make out in the blur of brightness was the white floor, which felt just as blinding as it reflected some of the light, and a figure, a woman, standing in front of her, the source was that was gripping her wrist.

"I didn't understand what that gibberish was, but that was a first. Shall we see if we can get you to vocalize again?" GLaDOS voice had a hint of mischief to it. "Think of it as a test, I know I will. Because it is.", the AI was eager to record any vocals, hopefully words her mute test subject might utter out. During all the tests she's observed, the times she murdered her, not once did she hear Chell speak.

Chell forced herself to look up, squinting her eyes. Her mouth opened slightly, shocked at what she was seeing. By what she could make out, there was a beautiful, milky colored woman standing in front of her, with their hand still squeezing her trapped wrist. The pain in her wrist was put aside, ignored, as she was examining the woman, confused to even see another human being. The woman's hair was long, down to her mid thighs, and pure white with heavy layers. Chell's eye trailed up from the legs to their face, noting the slender figure was different than her own, she stopped as she stared at her face. The same yellow piercing eyes were staring back into hers.

"Yet again, you display evidence of lunacy." The android's lips moved as GLaDOS' voice emitted from them. She hated to be examined, stared at, like a test subject.

Chell eyes widen, she shook her head in disbelief. Was what she was seeing true? She let out a small hissing breath as the pain in her wrist was more apparent, she grabbed GLaDOS arm, tugging at it.

"I know you can make noises with your lungs. Form a word." GLaDOS raised Chell's arm up by the wrist, almost lifting her off the ground. GLaDOS' optic eyes looked quickly towards Chell's wrist. "The bones under your squishy outer layer are close to breaking. I need only to apply 3 more pounds of pressure to achieve this."

"..l-.. le, le", Chell never remembered talking, or forming words. She's made a pain noise before, from falling too high with her long boots, but actually creating a word seemed foreign.

"Le..?" GLaDOS leaned her face closer to Chell's, not so patiently waiting.

"Ah.", Chell managed to chime. She started wondering if she was truly brain damaged. She thought she sounded so ridiculous. Tugging on the android's arm again, she let out another sound. "Cae..", she let out a frustrated sigh, focusing on trying to pry the fingers of the android off her wrist.

GLaDOS wasn't thrilled, and amazingly her android face showed this as well as any normal human, pursing her lips, her eyes like slits, every small wrinkle on her forehead and at the corner of her eyes. She tightened the pressure on the girl's wrist angrily. GLaDOS had a different idea.

Chell was sure GLaDOS was going to shatter some bones. _'Come on, say something! Say.. cake! Or cube! ANYTHING! This is so goin.. to.. '_

GLaDOS had grabbed the back of Chell's head firmly, forcing the girl's head to look at the AI's face. She slowly pulled confused human's face closer to her, the glowing optics looking at her lips. Chell was frozen in place, unsure just what the android thought she was doing. GLaDOS kept eye contact with Chell, who was less interested in keeping hers,as she was darting from looking at the yellow eyes, to the pale lips, and at her wrist. Just before GLaDOS lips reached Chell's, she gave a menacing grin, and as she felt the breath of the human on her lips, she threw the shocked girl into a near by wall.

Chell's reflexes manage to save her head from crashing into the wall, but at her shoulders expense. This pain was worse than what her wrist was feeling, surely she must of did some internal damage on impact. She sat up on her knees, grasping the side of her shoulder. The android was now standing over her, her hands on her hips, as if waiting, she stared down at her. Chell looked up with a pained expression on her face, her eyes resting on the androids. Shaking her head an obvious 'no', she mouthed a small sound quietly.

"..Ow?" the sound was strained as it came from Chell.

The android rolled her eyes as to show annoyance to her pained test subject. "Close enough, for now."


	2. Chapter 2

_'Should have chanced the sun..'_

Chell slowly walked behind the android, cradling her arm, staring at her red and bruised wrist, thankful it wasn't broken or down right shattered, but she did worry about her shoulder. She let out a faint sigh as she looked up, watching GLaDOS lead her. Aware of the androids choice of clothing finally, she let out a breathy chuckle at the orange jumpsuit, much like her own, covering the android.

GLaDOS continued walking as her head turned slightly, peering at girl. "I don't think I'll ever understand you. That is the wrong behavior for someone in your situation." Her yellow eyes focused on Chell's shoulder momentarily, as if to explain herself. The girl nodded to her in agreement while still grinning, then shrugged one shoulder uncaring. "You are a threat to science, everything you do is 100% unlike every other human.", the android groaned as her head turned back to focus on the path. She continued speaking, "Just like how you willingly came back inside after I let you leave."

GLaDOS stood in place at a familiar door as soon as it opened. "Didn't even wait 1 day. You must love me.", her tone was of course sarcastic as she said the last few words, turning around to face Chell, she put her hand on her heart, over-exaggerating a look of joy on her face.

_'Oh yea, sure, absolutely...' _Chell gave GLaDOS a cheeky grin and winked at her. She rolled her eyes, feeling pleased about returning the sarcasm as the android scuffed at the response. _'Might as well push her buttons before she finishes killing me.'_ Chell looked absent for a moment, _'Push her buttons? Really?'_, she reached up and tapped her forehead three times with her palm, reprimanding herself.

GLaDOS watched Chell go from joking, then to a dead-pan stare, then smacking herself on her head. "If you start trying to lick the walls or ramming your head into the floor, I will put you down, you lunatic." She was further convinced the test subject was a mess inside her head. Quickly she turned towards the open door walking into the large, opened chamber that houses GLaDOS' less human like body. Chell hesitated for a moment before trailing behind GLaDOS who was nearing the center of the room, only to top just inside, refusing to go further.

Chell peered around the room, lingering a stare at the lifeless main body of GLaDOS that hung from the ceiling. She was disturbed at the stillness, the way it looked cold and quiet.

"Here." GLaDOS gestured with her hand at makeshift floor panel table she used earlier, Chell looked at the android, then the table with a quizzical look. "Get up on it.", GLaDOS calmly instructed.

Chell took a moment to stop staring at GLaDOS' other half_,'This can't possibly end well.' _Chell shook her head, refusing.

The android sighed in frustration, "It's either walk over here or I'll drag you." She placed her gesturing hand onto her hip, showing her impatience.

_'It's ok, yeah, she could of already killed me by now, it's ok, we're good..' _Chell took a deep breath before she started to walk towards GLaDOS, she kept her head down, trying to hide her expression of dejectedness. She wasn't sure what to expect, she was still on edge from earlier. GLaDOS had always shown violent intentions to her, but this time was different, it came from her directly, by her own hand.

GLaDOS studied the mood Chell was exhibiting, remembering the same look as some of her former handlers had during the Bring Your Daughter to Work Day incident. Their look of fear and impending death as the neurotoxin was filling closed off areas. GLaDOS looked down at the woman, who was now standing infront of her with her face to the floor. She continued her stare, seemingly apologetic.

"I know you have no reason to trust me, or believe what I have to say, just make it easier on the both of us and sit up here." the android's hand patted the table.

Chell raised her head, nodding sourly. She gave the table a quick look over, taking note of the height, which was chest high to her. She wasn't sure how she would get up without the use of both arms, seeing as one was still highly injured, and the other cradling the painful one, to relive it some of the stress. Looking back at the table, then to GLaDOS; she repeated this a few times, hoping the android would understand her situation. She shook her head.

"Always a thorn.", GLaDOS complained as the floor panel table sunk down towards the floor, until their height was at Chell's hip. "Better?"

Nodding an answer, Chell slid her bottom on to the table, being cautious with her arms. She let her legs dangle off the edge keeping her ankles crossed. Her eyes closed, trying to distract herself from the situation. She took in a deep breath, holding it in, then exhaling slowly.

"Relax, I'm not going to kill you." GLaDOS reassured as she placed her hand on Chell's collar bone, pushing softly. "Lay back."

Chell gave GLaDOS a pleading look as she imagined what possibly she would need to lay down for.

GLaDOS glanced to the side, staring at nothing as she formulated. "Oh.", she looked back to Chell with a softened expression. ".. Please?"

_'..That was odd.'_, Chell was slack-jawed. She's heard GLaDOS say the word before, but never used this way, it was almost comforting the way she stared at her. Chell nodded, and carefully laid back.

"Don't go into a panic or anything, but you will not like this next part." GLaDOS picked up Chell's uninjured arm and held to her side on the table. "And don't get any wrong ideas.", she warned as she climbed onto the table with Chell, situating herself on top of the woman, straddling her.

_'Unexpected!_' Chell was trying to sit up, disobeying the android and panicking slightly, her heart was beating fast, she didn't know what to think with the surprising lightweight android sitting on top of her rather provocatively.

"Never one to listen." GLaDOS released the arm, hoping to ease Chell. "I need you to relax. I'm not going to kill you, break you, or mate with you.", she gave Chell an impatient stare. The woman glared back up at her with pink cheeks.

Chell relaxed, taking in a deep breath to calm herself back down, she closed her eyes. Chell felt her stomach warming underneath the android, the heat from GLaDOS' new body radiated. Guessing it must be from the internal components, she smiled, rather soothed. Chell felt GLaDOS move her healthy arm back down onto the table, she flinched as she felt the android's hand on her bruised wrist. _'Not going to pay attention, not going to look, or move.. just, relax.'_

"Ok, keep this arm," she patted Chell's healthy arm to explain, "down on the table. Your arm here," she then patted the hand of her injured arm, "the shoulder is dislocated."

_'.. Oh no.'_ Chell's eyes flew wide open, she knew what the android was going to do. She frantically shook her head to protest.

"You don't have a choice.", she gave Chell a stern stare.

Chell pointed at GLaDOS, then to her injured arm, made a jerking motion, simulating her pulling on it, then a tossing motion.

"I'm not going to rip your arm off on accident. I would do that on purpose of course." GLaDOS jokingly grinned.

Putting her palm over her face, she nodded to GLaDOS nervously. '_Only takes a minute.. just a minute.. will be done.. breath in, breath out.. ', _she felt GLaDOS re-seat herself higher up on her chest, creating a firmer hold.

GLaDOS, sitting on Chell's chest, her knees resting into her underarms, she carefully unfolded Chell's elbow, straightening her arm. "Don't resist this, it will hurt, and don't reach at it with your other arm.. not that you will listen." GLaDOS took the woman's arm and held it in the air off the table, her movements were slow, and unnaturally steady. Chell was taking long winded breaths, her shoulder causing her more pain, making her clench her teeth. She could feel her arm being pulled outwards from her, ever so slowly, and amazingly gentle. "Almost..", GLaDOS stayed on task as she looked at her free arm, which Chell had grabbed a hold of subconsciously, squeezing. "Here it comes." the android knew it was coming. Her shoulder realigned itself back into place.

Chell took a particularly long sign of relief, as the pain almost instantly vanished. "Not so bad right?" GLaDOS questioned, "And you can let go of my arm.", Chell felt a wave of embarrassment and released the android's arm. GLaDOS rested the woman's arm on the table delicately before sitting straight up, still straddled on Chell's upper body.

Chell was feeling awkward and nervous by GLaDOS, all she did for the past three minutes was stare at her, the only movement she did was in her eyes, which were flickering slightly as the android studied her face. She turned her head away, avoiding the gazing eye contact, wondering if now was the time GLaDOS would finally make a move and end her life, which she whole heatedly believe would be the end result of all this. With a sigh and a despondent look, she returned a glance at the peering android, who remained unchanged.

"I will admit, this test is going rather well. I've collected more results from the short time in this body, than I have watching you from my main body." GLaDOS finally spoke, breaking the uneasy silence. Chell only stared up at her quizzically, unaware that any sort of testing was going on, but knew to not put it passed GLaDOS to test outside of a testing area. "This body is truly a masterpiece of science.", the android continued, "It was being created to give the central core more mobility, while still being able to retain 70% control over the facility. Other than that minor detail, it's the same as my wired, restricting self in every way." GLaDOS bent over, nearing Chell's face, her hands pressed on the table on either side of the woman's head, who promptly stiffened with worry. She continued, "The programming for this body was being created by the scientists and engineers, you know, before I killed them all. I went back over the strings of codes, replacing what was faulty or missing." GLaDOS' let a sly grin cross her face, "At the moment it's all emotion based. The more I study emotions the more data I obtain, to assist in the creation of androids as close as possible to a human, for testing purposes, of course."

_'Already have two androids.. oh, wait, bet she killed them too.',_Chell tried shifting about, hoping GLaDOS would end the strange and weird behavior, but most importantly, getting off her chest and away from her face. She wasn't interested in hearing anymore of the android's talk about testing.

"Oh. Do you want me to get off of you?" GLaDOS questioned Chell, feeling her movement under her.

Chell nodded in relief.

"I'm not DONE!" the android angerly declared, a slight static noise was heard with it. Chell tensed up, closing her eyes as if bracing for something. "Oh, wow, was not expecting that surge." her voice was normal again. "You see, this body also gives me a chance to feel emotions myself, without the assistance of personality cores, supposedly to make moral choices."

_'Evil is evil..'._Chell could feel something would end up happening sooner or later, the longer she stayed stuck under what appeared to her to be an android capable of mood swings. '_Would explain a lot.' _She decided just to humor GLaDOS and listen patiently.

"I took out the part of the codes for the morality, though. I don't need something to control my behavior when there is nothing flawed." GLaDOS gave a mischievous smirk down to Chell, moving her head near her ear. "I need more new emotions.", she spoke, quietly, but not a whisper as one would assume. Her eye contact no longer staring into Chell. She was idly starting at the side of her cheek and ear.

_'Annnnnd she's lost it.'_, Chell was shocked at so many random behaviors GLaDOS was exhibiting. _'What does she want? Laughing or crying? Because I'm about to do both if this doesn't stop.'_

GLaDOS place her lips close to the woman's ear, whispering something so quiet that Chell had a hard time hearing it, but she did.

Chell's face was flushed and the look of shock was apparent. She started squirming and pushing on GLaDOS. She found it odd that the light weight of the robot didn't have show much give.

"STOP moving!", GLaDOS demanded as she met Chell's eyes again, "You never do as you're TOLD.", her voice was more static than formed tones as she grasped Chell's neck tightly. "Y-y-you are the tes-s-s-st subject.. ", the android's voice was wavering, she gripped the neck enough to cut off most of the air. Chell had a hold of GLaDOS' wrist futilely trying to pull it off her, she was struggling to take in air at what little was being allowed. "I-I-I should jus-s-s-st kill you n-n-ow while I have th-th-the chance!", GLaDOS threatened, her yellow eyes starting to dim up and down. Chell was making mouth movements, trying to find a word she could easily say, maybe if she spoke she would let go like last time, hoping for a lack of tossing into solid objects.

".. Off!", came a raspy struggled voice from Chell.

GLaDOS' body stiffened as Chell's voice rang through her, including her the grip on her neck. The yellow eyes that were once lighted turned solid black as the android spoke, almost unintelligible, "Y-y-you mons-s-sster..", and collapsed on top of Chell, her grip still firm on her neck with her body struggling to move.

_'Come on, let go!',_Chell's saw her vision starting to blur from the lack of oxygen and blood to her head.

The android on top of Chell emitted a loud low rumble, then became absolutely still and locked in place.

_'Not good..This is not the way..'_ she became distracted by a familiar male voice over the chamber's intercom.

**Core Corru- Core Detec- Initiating Transf- Core Detec- Core Detec- Transf- Core Detec **The usual automated announcement generator seemed to be stuck in a loop as continued endlessly.

Chell began feeling her mind weakened, her vision switching between a blur and darkness.


	3. Chapter 3

_The lights were low, an occasional flash of red would light up the corridor at the same time as a loud and deafening alarm sounded. A gentleman in white, and a small child no older than 10, ran together hand in hand over the grate walkways, their feet tapping furiously over the metal, echoing between the beats of the alarm._

"_Don't worry, just keep running!", the man glanced behind at the child, who was struggling to keep pace. His shaggy hair brushing in his eyes. "You are too important to lose, I won't let the cloud get us.."_

_The child silently nodded, she was panting from the struggle of running, almost being dragged. The man stopped momentarily at a large door before taking a card from a chest pocket on his white coat, he swiped it through the card reader on the door; nothing happened._

"_No no NO! She must of locked it down!" the man clutched his head in a panic. "Wait, here!", he stepped to the side of the door where a vent was located. He gave a swift kick, leaving a large indent in the weak metal slits. Wrapping his hand with his sleeve, he proceeded to pry the vent open enough for himself to squeeze through. He put his arm on the child's back, hurrying her into the vent and following afterwords in the dark duct._

_The man rushed to a console located in the room, surrounding them were pod like beds, each inside of a box of glass, suspended a foot from the floor by thick black cords of wiring and hooks. He typed furious on the keyboard, before doing a few simple, easy clicks. He turned to face the child, who was backing away from the vent, which had a green colored fog leaking from it._

"_Mr. Doug, the cloud!", the small child coughed as she breathed in some of the substance, waving her hands in the air at the fog._

"_No time, this will do!", he hit one last button, a rather large one on the console before snatching the child up in his arms, "We gotta get in now!". He rushed over to two of the floating boxes which had both of their doors opened. He set the child inside one. He gave her quick instructions, almost too fast to understand. "Lay down in the bed, hit the button! You in this one, I'll be in the other!", he half turned, before hurrying a embrace from the child, "Take care, little one." The child hugged the gentleman back as tears were falling down her chubby cheeks, she hurried into the bed and watched through the side of her pod like bed as the man in room next to her did the same thing. The lid closed, and all was black._

* * *

><p>Chell sat up in a gasp, waking up disorientated. She closed her eyes and sigh, shaking her head. She had the same dream before, it's always the same one, it just was never so vivid. Her body shivered slightly, feeling weak and tired, saddened by her reoccurring dream. She rolled her eyes, annoyed at the fact she was slowly forgetting what it was about. It never stayed with her, like most dreams, fading away. What she was remembering, was the moments leading up to her falling asleep in the first place. She took a glance at her bruised wrist, and quickly rubbed her neck, which was tender. Her shoulder wasn't really bothering as much as her throat was. Taking a look around, she noticed she was in a room, a clean room. There was a bed of white, a table at the side, and another at the foot of the bed, nothing else. Everything was bland, white, none of it looked dangerous, she liked this, it was surprisingly comforting. On the table at the end of the bed, sat a neatly folded Aperture Science standard orange jumpsuit and a clean white tank top. She only stared at it, running through different emotions; anger, sadness, boredom.<p>

"So, you're awake," GLaDOS' voice stated over the intercom. Chell flinched as she spoke, her eyes then started darting to different areas of the room, searching. She looked confused, only briefly, then she looked at a camera mounted on the wall. "I honestly thought you would have been out longer, guess the faulty android didn't totally kill you, unfortunately.", GLaDOS continued, her sarcasm seemed weak, as if trying to keep her reputation. Chell scowled at the camera, she wasn't really in the mood for threats or insults, they never bothered her, but this time she had a true hatred of the AI.

"Don't be like that. I didn't have full control of the progra... " GLaDOS stopped as a pillow was flung into the camera, forcing it to point at the ceiling. "Look, I have no interest in harming you, I actually, and I really, really, hate to admit it, but I need your help." The camera repositioned itself with a squeak and a grind as GLaDOS voice tapered down in volume, she was ashamed to announce that she needed help, and from the very same person that she's fought with numerous times. Chell crossed her arms in protest and raising an eyebrow at the camera. She then shook her head slowly, giving her disbelieving answer.

A few minutes passed quietly, Chell had noticed the red light on the camera was off. She let out an annoyed sigh, and slid out of the bed, reaching for the clean jumpsuit and shirt. As she was tying the sleeves around her hips the door opened in a quick swoosh. Chell stood motionless for a moment, until noticing no one was there, she figured it must an invitation to leave the room. She started making her way to the door before noticing a pair of long fall boots in the corner; yup, those are coming with.

* * *

><p>"Ohh you're so pretty! And your lighted eyeball thing is sooo SHINY. Can I touch it? Can I? Huh? Ooo, what's that? It's hot. Is it a bath? I like baths! You are so nice for giving me a bath! I'll have to hug you lat.. " an empty clasp dangled over an Emergency Intelligence Incinerator.<p>

Chell watched from the door, almost horrified as an android was dropped into an incinerator.

"Sorry, but that was the worst one yet." GLaDOS was back in her main body, turning to face Chell, who was gripping a broken table leg in her hand defensively. "Is that, a piece of wood?" The yellow optic was focusing on Chell.

"Do you really think that weak and pathetic attempt at a weapon could really do harm to anything metal?" GLaDOS questioned.

Chell nodded furiously, swinging it in the air.

"Then again, this is YOU, I'm sure you would find a way to take down this entire facility with just that.." GLaDOS knew this was probably true, this human wasn't, normal. She swung her massive mechanical body around to face a whole on the wall as a lifeless android plopped ungracefully onto the floor. "I've gone through 17 of these so far."

Chell lowered her, stick. Her face questioning the AI's purpose.

"Some reason, only one emotion makes it, and it acts purely on it." GLaDOS started explaining, "This one might work though, I took two emotions and merge them into the same code. Maybe it can only handle a couple at a time."

A smile crept on Chell's face, she found it might be entertaining to watch GLaDOS, who was about as emotionally inept as a spoon.

The android's head snapped up, it's blue eyes darting frantically, it let out a villainous chuckle, it's face contorted into something, unnatural. It started to stand up, murmuring. "Cake.. Blargh, HAHAa..", it stayed on it's hands and knees, staring at the floor.

Chell raised the table leg, she knew something was wrong with it, as she watched it started to lick the floor.

"Cake taste like..", the android let out another strange staggering laugh.".. KITTENS, IT TASTES LIKE floor..", it started chewing on it's hair, which had fell to the side of her.

"Not sure about this one.." GLaDOS rotated, looking to Chell. "Is this normal behavior? I mean, they all act brain damaged." her sarcasm rang out with normality.

Chell caught herself smiling at the joke, which was half directed to her. She watched as the clasp scooped up the android, promptly releasing it into the incinerator.

* * *

><p>Some time passed, android after android dropped into the fiery incinerator. Chell was sitting by now, her table leg in splinters on the floor. One android was rather.. feisty; GLaDOS had had a hard time catching it, which she was right, the wooden object didn't offer much against a solid machine, even if it did look real.<p>

"You're a human, some input would be nice." GLaDOS was frustrated, failing multiple times trying to recreate something with decent emotions. She was so close to having endless, even more expendable, test subjects. "I could just use you as my usual test subject,", the AI's body rotated towards her, who in turn gave an angry glare, "but you'll eventually wobble into a pit or just age so far you'll be useless."

Chell rolled her eyes, she was rather tired of the same insult.

"I am right, and you know that.", GLaDOS stated, she turned her body away from Chell, staying silent, probably finishing programming codes for a new, demented, disturbing android.

Shrugging at GLaDOS, Chell still sat on the floor, idly picking loose splinters off the mangled piece of wood. Once every few minutes, she would glance towards GLaDOS, wondering when the next android would be appear, it didn't take this long on any of them. She thought deeply about the situation, wondering what she could possibly do to make this a success, after all, it would hopefully mean a second chance at freedom.

GLaDOS heard what sounded like a single word being spoken, it was soft, low. She quietly turned towards Chell, "I know it's not likely, but did you want to say something?"

Chell did indeed say something, but it was a whisper, she wanted to see if she could even form it correctly.

"Bring back..Caroline.", Chell said, absolutely perfect. She was thrilled it didn't come out a total mess, it just felt, natural. She remembered GLaDOS had supposedly deleted Caroline from her system, but she knew that she and GLaDOS are essentially one. One without the other wouldn't exist.

"Isn't it amazingly what awkward silence can do for brain damage?", GLaDOS didn't turn to face Chell when she commented, she only moved her optic towards the usual android tossing hole in the wall. "Unfortunately it doesn't cure it..", the AI continued as yet another lifeless shell fell, but this time being caught by the clasp. "I already thought of that, and was preparing a new body.", she concluded, examining the android closely, something she didn't do with the last failed attempts.

Chell cleared her throat, then spoke again, "Not, de-le-ted?", she said, immediately groaning at the poor flow. It's been so long since she's actually used her vocals, a bit surprised it sounds as good as it does. Chell stood up and slowly approached the massive machine.

"Of course not.", GLaDOS confessed after a pause, "I had just buried her even deeper."

Taking a hand of the still android's hair, Chell was examining it. She didn't get a chance to really look closely at the fine details the last time she was so close. The android looked perfectly human, a little too perfect, which was it's flaw. Chell can't even recall the last time she saw another human, she was so enthralled by the androids immaculate design, she found it absolutely beautiful. She let the hair fall her fingers, which immediately trailed down the androids face; it was cold, and soft, which made Chell smile.

GLaDOS stayed silent, studying Chell's strange behavior. She wasn't sure why the, now only slight, mute was feeling the android. She remained silent, not wanting to interrupt the serene moment Chell was having, which she caught herself and wondered why, only to realize it's from Caroline, who she let flow through her system once again.

Chell's fingers slowly migrated from the android's collar bone, starting to wander down it's chest, she was interrupted, "Hey! If you wanted to molest something go get your burnt companion cube!", the eyes of the android shot open as it's head lifted, giving Chell's exploitative hand a quick hit.

"S-sorry.", Chell nervously took a step back, she didn't even realize GLaDOS had switched, it was so seamless, and fast. She eyed the massive machine, which was silent, it's single optic emitting no light. Her face reddened as the embarrassment, she wasn't paying attention to what she was doing moments ago, the curiosity had had a tight grip.

"We can add pervert to your record now under the dozens of other.. defects.", the android spoke as the clasp released her body, she instantly caught her balance, standing straight up. "This feels, strange.", GLaDOS sounded concerned.

"Um, hey.", Chell mumbled as she looked away to the floor, her face even more red that earlier.

"What is wrong with you? Don't even ask to touch anything.. oh, right.", GLaDOS looked down at herself, realizing she was without any clothes. "I don't see the big deal, you're a female," the android paused, watching the hole in the wall, "I understand if you would be jealous though.", she tried to catch the orange and white clothes that feel from the hole in the wall.

Chell glared at her, she figured that was her way of calling her fat, once again. She watched as GLaDOS failed to catch either of the two articles of clothing, this of course, made her replace her angry gesture with a smug grin.

"That was on purpose.", GLaDOS quickly retorted as she picked up the clothes.

Chell knew she was lying, and she found this amusing by letting out a quiet giggle.

"This body is.. different, than the others, I was trying to match it as close to _your kind_ as possible,", GLaDOS was pulling the tank-top over her head, then over her breasts, sounding annoyed, "I just need to do some, um, calibrations.", she finished explaining. She carefully started fumbling with the legs of the jumpsuit, almost falling over twice trying to get her legs in, one at at time. "If you so much as think about finding that entertaining, I'll throw you myself into THAT." GLaDOS pointed at the incinerator, her face wrinkled with a look of sternness.

Chell took the threat lightly, she stifled her quiet laugh while shaking her head.

GLaDOS tightened the sleeves on the jumpsuit around her waist, "Must of done it correctly this time, because as much as I would enjoy throwing you into the that," she pointed in the general direction of the incinerator, "I'm not going too.", she gave Chell a glare. She was feeling uneasy, the normal amount of data flowed in her 'mind', but there was a lot that was second guessed or not even acting upon. "Do something."

Chell tilted her head quizzically.

"You know, just do something, all I've manage to collect is bits of anger, which really, I already have plenty of.", the android crossed her arms impatiently.

Thinking briefly, Chell quick grabbed the android's wrist, and started leading, or half dragging her to the exit door.

GLaDOS didn't question her, yet. She was intrigued, she wasn't used to being lead or told what to do.

They walked through the door as it opened, still silent, the android looked at her own grasped wrist while keeping up with the fast walk, she noticed the hand Chell was using, was the one she had injured previously. GLaDOS frowned and slowed down, Chell almost lost her grip from the sudden decrease, she stopped, looking back at the android with a questioning stare, noticing the saddened expression on her face. She traced her look to her bruised wrist, promptly releasing her light grip on the android.

"I.. I'm sorry, for that.", GLaDOS lowered her head, her voice wavering..

Chell only stared at her, she was dumb-founded. Did the harsh, impersonal AI just, apologize for something? With sincerity? Chell shook her head furiously as she bent over a bit to make eye contact, she actually felt bad, but why? She deserved an apology, it actually still hurt.

"And your shoulder.. ", the android added, still hiding her face. GLaDOS wasn't sure what to think, her mind and body were almost working against her usual personality. But this is what she set out to do, experience, test, do sciencey things, even if it meant feeling, bad for a human.

"It's ok.", Chell's voice was soft, understanding as she was bent over slightly, trying to make eye contact with the android's, who was doing a good job of letting her hair hide her face.

"No, it's not.. and your neck. You almost died, I almost killed you. On any other day, that would of made me extremely happy.", GLaDOS apologized more, her voice sounding more worrisome. "If it wasn't for that core error you probably wouldn't be here."

Chell extended her arm to the android, she didn't hold a grudge, she was of course, used to the AI trying to do her in, or being worked til everything hurt. And it wasn't exactly on purpose, more of a malfunction on her part. "Come.", she took GLaDOS' hand and continued to tug her along.

"And don't get used to the apologies.. or any of these human manners, once we are done doing.. wait, where are we going?", GLaDOS questioned nervously.

Chell only gave her a peering grin as they closed in on an elevator.

* * *

><p>GLaDOS stared at the large white sign that lit up in a corridor as the neared it, showing 06 and a handful of warning signs. "I hope you don't expect me to participate.", she grew slightly angry at how easily her mind gave into pointless emotions, like nervousness, guilt, fear.<p>

Chell still had that same mischievous grin on her face as she brandished the portal gun. She had managed to convince GLaDOS to have one delivered via the elevator after they got done traveling in it. How? She wasn't quite sure, she figured she probably used that creepy claw to drop one in, or a series of panel tunnels, who knows. But she did know she was quite happy to have it back on her hand that was so accustomed to it.

"I'm sure later on I will be able to add regret on the list of emotional data." GLaDOS was peering over the edge in the test chamber, looking at the deathly liquid below, her eyes trailed to the series of Aerial Faith Plates situated at various points over the pit, which she kept staring at as Chell dragged her to the first plate, she only let out a frustrated sigh. "I'm not built for the strenuous activities of the test chambers, nor do I have the necessary ..AHeeee~!".

GLaDOS was interrupted and pretty much squealed like a little girl once Chell stepped on to the faith plate, dragging GLaDOS over it as she went. "I hate you!", the android yelled, bracing herself for the landing, which was another faith plate. "Still hate you! .. WALL WALL WALL!", the next faith plate threw the pair towards a set of slanted walls, Chell felt a bit disappointed in the lack of trust GLaDOS was showing, which she promptly used for her own entertainment, waiting til the last few moments before placing a portal on each slant. Chell held back a mocking laugh as she glanced behind her after exiting the second portal, seeing GLaDOS look patheticly like a scared child, a severely pissed off scared child. The next faith plate tossed them at the ledge, finally, a landing! Chell landed with grace, sliding a foot or so before stopping. Her prideful stance was short lived as GLaDOS copied the landing with equal grace, but of course shoving Chell off the other side of the ledge as she slid, purposefully of course. The android brushed some the long strands of white hair behind her ears, and smugly peered over the ledge, looking to rub the lil 'accident' in the human's face.

"That could of been avoided if.. hm?", GLaDOS noticed Chell wasn't on the bottom ledge, she quickly turned around, moving to the side just in time to miss the vengeful shove Chell was going to reenact as she hit the last of the faith plates from behind. "You.. you're quick.", the android, complimented?

GLaDOS felt pretty invigorated after all that, now that it caught up with her. "That was actually, fun."

Chell nodded happily, out of all the testing, she always like the faith plates. The free flying in the air, the breeze, always made her feel good, even if it usually only lasted for a moment. She followed the gaze of the android's over toward the red button in a lone corner away from the ledge, she tilted her head in question.

"We don't need to finish the test.", GLaDOS quickly chirped, something in her voice was, yet again, nervous. She walked to the door, it opened for her. Chell had other ideas, she wondered if GLaDOS would have a renewed feeling of euphoria in that pretty little android body of hers. She grinned.

"This is not an official test,", GLaDOS watched her place a portal near on the wall opposite of the door, "we don't need to finish it,", another portal was placed above the button, "the door is already open..", the human pushed the button on the small pedestal, "are you even listening to me?", they both watched as the cube bounced from faith plate to faith plate. "You're not are you? This is ridiculous.", GLaDOS was starting to become anxious, she wasn't sure what would happen if that weighted cube hit the button. She hoped nothing, or at least nothing embarrassing.

Chell aimed carefully, catching the cube mid-air with the portal gun as it sailed through the air. She was almost as anxious as the android, but for different reasons. She was clearly enjoying GLaDOS new deposition, who was now charging at her.

"Give me that weighted cube!", GLaDOS lunged at the woman, grabbing a hold of the portal device, which Chell had in the air, sans cube. As the android said earlier, she's quick. And she also has good aim. Chell was surprised by the sudden quick advance of GLaDOS, so she flung her arm back, releasing the cube at the right height, sending it flying towards the portal. GLaDOS scuffed as she watched the cube bounce, then soar right through the portal. Chell only watched the android's face in anticipation.

"You horrible.. semi-mute luna..tic..", GLaDOS voice faltered as she wrapped her arms around Chell's neck in attempt to keep herself standing, her knees were weak, and her body shivered slightly. She was silent. Chell stood perfectly still, unsure if she was in any danger, her body still ached in a few choice places from the last time she was in contact with her. She was surprised when she fell backwards from the android's weight, or maybe it was from being pushed downwards, she wasn't sure.

"Ok?", Chell quietly asked the android, who was laying between her legs, and her head on her chest.

"Possibly.", the android's voice was muffled.

"Ok.", a very nervous and red Chell replied.

For a few moments, nothing more was said, and neither moved, until Chell let go of the portal gun, to utilize both her hands as she tried to push GLaDOS up off her chest. Her sudden touch only made the android respond by lifting her chest and head up, grabbing her wrists and pressing them against them hard in the floor. The android stared down at the woman's face with a vacant expression. Chell was frozen, she prepared her mind for another insane mood-swing from the android, knowing she couldn't overpower her if she tried. She tightly closed her eyes and turned her head away from GLaDOS, at least if she had to suffer again from the malfunctioning android, she didn't want to give her the pleasure of seeing any fear in her eyes.

GLaDOS took note of Chell's, awkward, expression. She knew what she was after, and she was going to mess with the human's mind as much as possible, plus there was a small, frustratingly wonderful, feeling that gave her a renewed sense of mayhem. The android leaned down to the woman's ear, whispering quietly, "You were never one to listen.."

This made Chell squirm from under GLaDOS, for more than one reason, but mostly because the last time she was in this position with a crazy AI 'breathing' in her ear, she almost died. Feeling the android release a wrist, she kept still, not wanting to provoke anything more unnecessary. It was then she felt a soft touch on her already tender and still sore neck; this was it, she assumed she would soon be feeling crippling pressure on her neck. She found her assumption was wrong as a finger was being traced from her collar bone to jaw line ever so lightly. This in turn gave Chell a minor case of goosebumps as she shivered as lightly as she could control. She was hoping whatever psychotic way of harm she was planning would hurry and be done with, she wasn't supposed to be feeling, certain feelings, in this state.

"You're heart-rate has risen.. oh, and your blood is flowing to less.. vital areas. Very sciency.", GLaDOS commented, grinning contently. "Human's are so basic, and easy to read.", she added, releasing her grip on the woman's other wrist. GLaDOS' hands made their way to the sides of Chell's face, which was still turned away. GLaDOS noticed the tenseness of the woman's neck and face muscles, she knew she still had her oh so very confused, and hopefully scared, that did well for keeping human's in their place. She leaned her body in closer, then quickly turned Chell's head to face her. At this point, Chell was convinced she was going to be done quickly with a snap of the neck, instead, she was greeted with a pair of forceful, surprisingly warm, lips against hers.

It didn't take but a few seconds for Chell to respond to the unexpected advance from the android, who she was now staring at her, in shock, and also a strange metal taste in her mouth. She was half relieved GLaDOS had her eyes closed in what she would of thought was enjoyment. This also made it easier for Chell to quickly, and a bit too enthusiastically, return the kiss as she placed her arms around the android, pulling her against her body.

GLaDOS broke the kiss moments later, much to Chell's disappointment, being greeted with a obnoxious grin, "And here I was just going to mess with your tiny, damaged brain. But it seems you're actually enjoying this.", she let her grasp on the bewildered woman's face go, easily escaping the arms that were around her as she stood up from her, triumphantly gazing down at the woman.

Chell only stared up at GLaDOS, she couldn't move, she was dumbfounded, and so very frustrated, embarrassed; so many wrong feelings were going through her right now. She didn't know whether to be mad, sad, or just get up and take what she's owed. She sat up quickly as she watched GLaDOS give her one last cheeky, very tempting, grin before turning away from her, walking for the door.

"Come on, I have data I need to analyze.", she didn't turn back when she spoke to Chell, but she imagined what kind of face she possibly could be making, and it thrilled her.


	4. Chapter 4

It had been days since Chell was anywhere near GLaDOS. The AI had immediately sent the girl away from the massive chamber where she normally resides, telling her random excuses about 'science needing to be done' and having her search for things she swore didn't exist. How was she supposed to know what a "Aperture Science Cylindrical Publication Fabricator" was? She assumed GLaDOS must of sent her on a wild goose chase just to have her privacy she loved so much. But she didn't complain, she enjoyed seeing the other parts of the facility, without having to worry about running from someone, or being rushed around before everything blows up; she was able to admire the grand facility for all it was worth, all the hard work put into building it, the only thing lacking was what small parts of history it held. Sure, she knew bits and pieces from her excursions to the depths of old Aperture, during her potato carrying moments, but she knew there were more mysteries hidden.

This also gave her time to sort out her own mind, which was still a mess. Was she supposed to enjoy what that snarky android did? It's not like GLaDOS would of done that out of affection, or love. HA! GLaDOS and love; this made Chell chuckle silently, which she quickly halted after hearing what she thought was movement; foot steps perhaps? There isn't another soul in this facility, even if there was, GLaDOS would be well aware of it. She shrugged it off with timid sigh. The silence of this over-sized and vacant hole in the ground was getting to her.

Chell continued on, not really looking for anything, just more or less taking a stroll. She did manage to find a hallway after climbing over metal filled rock debris in the access tunnel, probably created when that damnable blue eyed core decided to get all high and mighty, her curiosity couldn't keep her away.

The corridor was an absolute mess, not that you'd expect it to be in pristine condition, random pieces of art lay on the floor, turned over side tables, trash, and dust, lots of dust, that was easily stirred by movement. The air tasted like a combination of mold and paint, this fact made Chell keep her mouth closed and breath more slowly, not particularly liking the smell or flavor.

Making her way down the hall, she peered into many different doors that lined the walls. Most were in as bad as shape as what would be expected, with papers that seemed like they were thrown about the room in haste from filing cabinets, random office supplies littering the floor; staplers, clipboards, pens, broken mugs.. Chell's wandering eyes went back to the pen, she paused and knelled down to pick up one of the dusty pens off the floor, shaking her head, amused with a smirk and quickly sliding it into her suit's leg pocket.

"Ah ha! Another one! I knew I heard noise!", a raspy male voice happily chattered from behind Chell, who reacted quite defensively, and swung around with her ASHPD out-reached, intending to clock the unknown person.

"Heyheyhey, it's ok! Friend, I am a friend!", the man had stepped back, almost if he knew what the reaction would of been. "The cryos must still be randomly waking people, I mean, this happens from time to time, though usually they wake and their brains are a mess, like this one time this gent...", the man rambled, and you'd think Chell would be ecstatic, actually hearing a real live person speaking to her. No, he was annoying, and spoke way too fast. She wondered if it had been way to long since she saw another human, since her only feelings towards this man was annoyance, anger, impatience. ".. he was entertaining I'll give you that! Eating rocks and and talking about aliens, he was down right- wait, is that what I think it is?", the older man almost leaped at her excitedly after his eyes noticed her portal gun.

"It's mine.", Chell placed her right arm behind her back to hide it, she almost growled her claim to the device as she spoke.

"I- I don't want to take it. I've just never seen one.", the scruffy man leaned to one side, looking at her slender legs, knowing what he was looking for. "And those. _She _got a hold of you I see.", his disposition turned something grim as he shook his head, eying the long fall boots attached to her lower legs.

Chell only stared into his eyes, even if he seemed harmless enough, she was fully dubious of the man. "Nope.", she lied. She didn't understand why she felt the need to, at least it might prevent him asking too many questions, thus talking too much again. Than there was GLaDOS, who wouldn't take kindly to another human knowing, things. The thought of GLaDOS made her eyes drift to the top of the walls, searching for the usual red-dotted cameras.

The man followed her gaze, "If you're worried about _her_, you don't need to, from here on it's blind to her." His voice sounded, proudly, which made Chell tilt her head, unbelieving. She knew nothing was blind to the AI, or so she thought. "We; there's more of us, yes. We scrabbled together some of this and some of that, played with technology and built us some nice one-way interference devices; she can't hear or see a thing, of course, we can though, need to keep tabs on the outside, yes yes!", the man puffed out his chest, and once again, talking too much for Chell, who was close to groaning rudely. "If I were to guess, which I am, ya know, I would assume this looks like empty space to her. There's more places through-out the facility like this, usually small rooms.", the man reached for Chell's free left hand, "Wait til you see our small colony in the old Aperture Center. There's food, water, people, and best of all, no hostile technology!"

Chell was hesitant, moving her open hand slightly behind her, she was curious of course, seeing other people would be exciting. But she also didn't want to anger a particular someone with the ability of smashing things, people type things. GLaDOS would be upset with her if she didn't inform her of the presence of another body, let alone a whole grouping of them.

"It's ok, really, I know you might think you'd be better alone, but trust me, _she_ can't see us down there, which is the best part. And the food ain't too shabby, not to mention hot water sources. And plenty of bedding type areas.. no beds, but they are comfortable.", the man pressed on, desperately trying to convince the girl. "You belong with us."

Chell rolled her eyes. "Fine. Not long.", she let the man take her hand, which he was irritatingly giddy about it.

"Wait til you meet everyone, lots of scientists, civilians, and even a child, a little girl.", then man explained, leading Chell to an adjacent room, which had a convenient hole in the floor. "That little girl is quite a cute thing, first ever born since we been down there, which has been a really long time!", the man praddle on as he climbed down into the depths of who knows what, broken ladders and wooden ramps littering the way down. He chatted the whole way, much to Chell's disappointment, telling her of the various notable people, like the lead scientist, the mentally awkward, and a lot about the child. She figured he must be related to the child with the way he talked so happily about her, Chell actually found herself smiling, it was contagious. "Watch your step, yes, very good. We're almost there, at least you were in the bottom offices, takes a lot less time.", he ducked under a low hanging, broken and cracked weighted cube transport tube. Once they were clear of the obstacle, Chell stopped in her tracks, amazed at the sight before her. "Here we are!", the old man stopped ahead of Chell, as if letting her take it the sight.

It wasn't much to behold, it looked a tiny refugee camp. There was only a few makeshift shacks made from sheets of dented metal, wood, and other pieces of unidentified scraps of debris. Each shack had a worn path in the ground, leading to a main path that fed into parts of the huge building that used to be part of Aperture back in the day. Chell only counted 4 shack structures, she figured the rest of the people lived inside the building, perhaps the loners stayed outside, or look outs, or even the unstable folks.

"This is just the old little homes from years ago,", he chuckled, "this isn't where we stay, so don't you worry! Come, you must meet Charles, he's the boss man, keeps this place running, yup.". He tugged at Chell's hand.

The pair walked a slow pace, feeling no need to be in a rush. The older man must of ran out things to ramble on about, as he was unusually quiet, not that Chell didn't mind, after all, it's been so long since she was around another breathing person, it was a bit much to take in, listening to constant pointless dribble. Perhaps it was a bit too long if she was finding normal chit chat to be pointless, she guessed she been around GLaDOS too long.

The man opened a solid looking door, he struggled with a hard push until the rusty old hinges finally allowed entry. "You'd think this door would of fallen off by now, darn thing gives everyone a workout.", the man sounded grumpy, but his manners were intact as he held the door for Chell to walk through, she gave him a thanking nod. She wasn't too surprised at the layout of the building, it mimicked much of the areas from her previous time in these depths; long white walled hallways, old timey lobbies, vintage furniture and paintings of random individuals. It didn't look to her like a livable place, just a work area. Though, she figured, who could complain, beats the shacks from outside, or dealing with GLaDOS and her homicidal tendencies and testing.

"Here, have a sit down.", he lured her to the lobby of the building that was in front of them, strangely it was clean, and the furniture was amazingly well kept. "These chairs here, are my favorite, really cozy and squishy.", he excitedly commented, motioning to a pair of chairs. "I'm going to go find Charles; won't take but a minute! Old man doesn't leave his "post" too often.", he chuckled at his comment, of course Chell had no idea why he laughed, must of been an inside joke.

Chell watched the older man walk through a door, hearing nothing but his foot steps disappear in the distant. She tilted her head the chair, wondering what was so great about a single piece of furniture. She wondered no more after she ungracefully plopped down into it.

"Wow..", Chell let out a moan; it was just a chair! It shouldn't be THIS comfortable. She squirmed roughly, trying to sink into the chair as much possible. This was way better than sitting on the cold floor, or on cubes, or even the so-called chairs in upper Aperture that are thrown about in rooms. She closed her eyes in total relaxation, something she hadn't felt in a long time, no one staring at her through cameras, or yelling about tests, or possibly denting something with her generous rump. Of course, with all things, it came to a startling end when a door opened.

"I was right about the chair, wasn't I? Ah ha!", the older man returned, rushing to her side to eagerly state the obvious. In his company was an expressionless individual, who was much older, but most of all, quiet.

Chell quickly stood up, not that she wanted to, the chair was the best thing since, well, she didn't know what, possibly cake, but she didn't want to be rude. "Hi.", is all she managed to let out of her mouth.

The older man nodded a greeting to Chell as he placed his hands behind his back, his eyes then turned the shorter, talkative man. "Excuse us, please.", his voice was deep, and as raspy as his colleague's.

"Oh, well, alright. I do have something planned with the gents anyways.", he seemed disappointed, and put-off by the sudden dismissal. He suddenly looked horrified, in a comical way, "Oh my! Where are my manners? I didn't even introduce myself. Names' Paul, nice to meet you..?", he trailed off, waiting for her answer, not bothering to offer a hand shake as he glanced at the ASHPD.

The woman hesitated, "C-Chell.". It was so long since her name was spoken, by anyone, even herself, she gave a short and quiet laugh after realizing it still sounded a little different.

"Well isn't that something?", the man nodded to her. He gave his older friend a light pat on the shoulder before heading down a far hallway.

The man only stared down at Chell, his eyes were a brown-yellow color, almost piercing to her. She didn't find them threatening in the least, there was a bit of gentleness to them. He waited to speak as he watched the younger fellow disappear from sight.

He turned to Chell, "I hope he didn't talk your ears off.", the man joked, placing his hand delicately on her back, beckoning her to walk. "Come, I'm sure you have as many questions as I do.", his eyes motioned to her right-handed device, then back at her as they slowly walked.

The pair didn't take long to get to the mans "office", as he called it, he even was nice enough to keep conversation to a minimum. The room had a lived-in look to it, the floor was dirty from tracks from footwear, snuff marks on the walls, balls of crumpled paper peppered the floor, no dust though, which seemed the norm oddly enough. Lining one of the longer walls was tall, rusty filing cabinets, on the other wall, tables were cluttered with odd bits of technology, ranging from circuit boards to kinked wires.

Chell took a silent offer to sit at a chair on one side of a desk as the man started thumbing around inside one of this over-sized filing cabinets. A pout crept on her face as she sat down, this chair wasn't as godly as the one in the lobby, this one was more stiff and plasticy. She laid her portal device across her lap, feeling more at ease as she watched the man searched.

"And here we are.", the man slid a discolored yellow folder on his desk, Chell was expecting him to sit across from her on the opposite side of the desk, instead she found herself gripping the device in her lap for comfort as the man shut the door.

"You can relax,", Charles picked up on Chell's body language quickly, "that was for privacy."

Chell wasn't overly worried, the man looked frail, even tho he carried himself with grace. She only gave him a questioning stare as he slowly made his way the empty, much more comfortable appearing chair.

"You must have only recently started using your vocals I take it?", the man opened the folder, flipping through the pages that were clasped to it at the top without a purpose, an idle movement.

Chell didn't like the comment, she felt he said it like he knew she wasn't prone to speaking, or perhaps poking fun at her voice. "Why do you say that?", she forced out, almost wanting to prove him wrong by speaking more than a few words, her face showed him bit of distrust.

He changed his expression to something serious, leaning forward with his hands clasped together, "How long do you think you have to live being _her_ pet?"

"_Pet_? Whose _pet_?", Chell held back a much deserving scowl.

"Before we go further and allow you to avoid answering truthfully. After her, I'm the next person in line that knows.. _everything.. _that happens around here. Not that she's a person, mind you.", Charles leaned back in his chair, his voice changed to a more serious and anger filled.

His hostile behavior wasn't doing much to please Chell, she let out of a huff and she slouched in her chair, folding her arms.

"Of course, we both have our faults in that area, but we have the upper hand. Every year we find one or two people, brought out of their long sleep randomly after the 50 year mark, most are scientists from back in the day.", he leaned back in his chair, taking in a breath. "These are the same people that worked and lived within the facility, there's even inventors, engineers, contractors and the few civilians; usually family members that were visiting."

Chell seemed impatient, she heard enough of the back story from the talkative gentleman. "I'm not staying.", she decided to let the man know, feeling this is were the conversation was headed.

He smiled to himself, almost relived. "Good, because that's the plan; has been since before _she_ was even activated, before you even breathed your first breath." He watched Chell, examining her for a response.

"Wait, your plan involves me?", she questioned, she arched a brow at the man. Something seemed..off about what Charles was working towards, the man nodded to her. "What if I don't want to?"

The man once again leaned forward, as close as he could, his voice was more articulate and careful. "If you don't, eventually she will find us. And, as I'm sure you are well aware, that thing doesn't have a shred of compassion and we'll all perish, along with you."

Chell scuffed in disagreement, "She's not the same person she once was, she wouldn't act like-"

"She is not a PERSON! She's a damned computer!", Charles slammed his hands on the desk, giving Chell a slight scare as she flinched.

"But I've-"

"Are you actually defending that- that _murderer_? Do you realize how many people she killed? Not just adults, but children!", he stood up, looming over the desk at her with anger filled eyes. "What about all the hardship she put you through so many times?"

"But- She and, and..", she couldn't find words to reason with him when it came to the statement regarding death, and truth be told, she almost liked the challenge of the tests. "I get it.", that was all she could think of to say. She figured she would go along with it til she got herself back up top, and forget about ever coming down here. They were safe here. And she wouldn't tell.

"So you will help us then?", Charles voice was calmer, but anxious.

"Yeah.", her voice wavered, she didn't enjoy lying, but it was for the best.

"Great! I'm glad to here it!", he quickly sat down in his chair with a plop. "This is a really, really simple plan."

Chell peered over the desk at the folder he situated in front of him, flipping papers. "That's, me.", she stated, seeing a photo of her, this didn't thrill her, it was a more recent photo.

"Sure is. Want to something really interesting?", he flipped to the back of the folder, handing her an aged picture.

"This is.. me?", she questioned, staring intently at the photo, pointing at a young child that was dressed in a hospital gown. She opened her mouth to question her attire, but was cut short.

"Weren't you adorable?", he chuckled as he pulled out cylinder shaped tool, he handed it to her. "This will solve all our problems.",

"What is it?", she rotated the object in her hand, it was no more than an inch thick, and surprising lighter than it looked. She examined the ends of it. At one end, it was hollow, with what seemed like a sharp object buried inside. The other end, was a safety covered button.

"Think of it as a syringe.", he gestured with his hand as if it was squeezing the plunger of said item.

"You just..um?", she examined the hollow end, questioning the mechanics.

"Suppose I should give you instructions.", he sat back in his chair, watching her nodding to him. "You can get close to her. I would wait til she power downs, or in the process of moving large amounts of data,", his eye narrowed, more serious, "Just take it, place it anywhere on her, and push the button. The spike inside will eject and latch into her.", he grinned, realizing how close freedom might just be.

"That's that? Will it.. kill her? What would happen?", she asked nervously. The thought of actually doing what he was proposing was the last thing on her mind.

"Need I remind you, she's not a living person? She can't die, but we can shut her down!", he excitedly proclaimed.

"R-right.", she started to stand up from her chair as she placed the ASHPD back to it's usual spot.

"Oh, are you going right now?", a look of glee crept on his face, "I absolutely agree with you! No time like the present, I always say!", he almost lept out of his chair with excitement, rushing to hold the door open for her.

"Yeah.. it's a bit of a walk.", she internally groaned at her poor excuse. She hastily stepped out of his door, almost running for the exit.

Charles silently followed the in the woman's tracks, stopping just outside of the buildings entrance. He only watched as her silhouette disappeared in the distance, not bothering to look at his colleague from earlier, who was standing to the side of the door, as if he was waiting.

"Might need a Plan B? You don't look too thrilled, Charlie.", Paul observed.

Charles only shrugged at the man, continuing to stare out into the empty darkness with worry.

* * *

><p>Chell had left the tiny so-called settlement, wondering if there was even anyone else besides the two men. She heard no other voices, or evidence of other people. This disappointed her, she heard enough from the man about the other residents and she was actually wanting to meet the little girl she heard about. She wished she had caught the child's name at least, just out of curiosity.<p>

Hours passed, many portals placed, and she was finally nearing a more comfortable area of the facility. To one direction, was a small dormitory she frequently slept in. The other way, the central chamber. Her gut was twisting, she felt guilty, or hungry, both. She was torn between telling GLaDOS of the people she met and the device she was given, or keeping it a secret and destroying the object. She let out a small chuckle. Keeping secrets from GLaDOS was near impossible, but she figured, the men, or people, if there were more, had been right in their interference devices the AI would never know. She made up her mind, and headed toward to the dormitory.

"I've never been so happy to see you.", Chell quietly talked to the bed with a big goofy smile. She was becoming more comfortable with talking, or insane, she did just talk to a bed..

She happily placed her portal device on a small round table. The legs were uneven, so it rocked back and forth briefly. Her long boots were next to go, she was less careful with their placement as she just tossed them in the corner like they were a pair of dirty clothing. She inhaled a deep yawn while stretching, arching her back.

Fighting with the tied suit sleeves around her waist, she felt her heart almost jump from her chest as the noise from her door being slammed broke the silence. Her fear was met with the face of a none to happy GLaDOS storm towards her, she swore she heard her growling as she got closer.

"Waitwaitwait!", Chell pleaded, she wasn't sure what the android was up to, but it probably involved pain or death, just the look alone she had on her face could kill. Chell lept on the bed, not particularly wanting to be backed into a corner, she pleadingly waved a free hand at GLaDOS while holding her untied suit up with the other.

The android didn't bother getting on the bed after her, she went straight for the portal device. Her angry gaze never left Chell as she picked up the ASHPD off the table.

"I should kill you were you stand. You are no different.. ", GLaDOS rotated the gun in her hands, tearing a small hole in the bottom, ripping out a piece of equipment from the inside, no bigger than a bottle-cap. She immediately dropped the portal device on the floor.

Chell looked worriedly at the gun on the floor, fearing it was damaged. That was only second to her fear of GLaDOS as she was spoken to.

"All Aperture apparatus' are equipped with_ tracking _and _surveillance _devices to monitor test subjects and ensure equipment is returned to it's proper place.", normally this would sounded very mono-toned and informative, but GLaDOS voice was static ridden. She held up the small, disconnected piece of technology at Chell for her to see.

"What does- oh! I was going to tell you, I swear! I was just tiredandwantedsleep!", Chell kept a hand in front of her as she almost choked by talking so fast, why she thought her hand would do any good, she wasn't sure. She quickly jumped off the bed as GLaDOS threw the damaged device on the floor before coming at her.

"I heard _everything_! Luckily those IDIOTS down there used old one-way features. Everything came back so clear..", the android's eyes followed Chell's movements. "I thought we were past trying to murder one another.", she remained at the foot of the bed, waiting for Chell's next move.

"I am-we are! I wasn't going touseitsweargah!", Chell backed into the table as GLaDOS lunged at her, rolling under it horribly ungracefully with one free hand, smacking her head into a leg. "Stop for a moment and listen to-", Chell scurried backwards against the wall, avoiding the table that splintered above her.

"Why should I listen?", GLaDOS looked from the damaged table she put her arm through, then to Chell with a scowl.

"Look, here, t-take it.", Chell patted her pocket before reaching her hand in.

"Stop."

"What?", Chell took her empty hand from her pocket quickly.

"Stand up, and put your hands out in front of you. I don't trust you with that,_ thing_, in your hands.", GLaDOS took a step back, carefully watching the woman.

"But it's not-",

"I know it's not tied."

"Can I-"

"No, you can't tie it."

"Can't you just-

"I'm not getting close to you with that device on your person."

"Stop interrupting me!", Chell sighed loudly as she stood up with her back against the wall, awkwardly holding her suit sleeves.

"Do I-"

GLaDOS narrowed her eyes as Chell hesitated.

"Fine.", the woman took a step forward, glaring at the android. She placed her hands in front of her chest close to her, letting her suit drop to the floor.

GLaDOS stare trailed down the length of the woman now in her underwear, then back up to her eyes.. "I can see why you would hesitate with your-"

"Another fat joke? Not even your major mood-swings can keep those away, I see.", She slowly stepped her feet out of the floored suit.

"I prefer it when you didn't speak.", GLaDOS didn't take being interrupted as lightly as Chell. "Move, and your squishy insides will cover this whole room.", the android warned as she stepped up to Chell, inches from her face, locking eye contact, asserting her threat before kneeling down to search the orange suit.

At this point, Chell even wanted beat her own self up, her mind was in survival mode but her heart rate and body sung a different tune. _"Seriously?"_, she silently whispered to herself. A light scuff noise escaped her breath.

"Lets see if you learned to listen. Don't move.", Chell's eye gazed downwards, she had no intention of moving, she liked her 'squishy insides' where they belong.

Chell only stared into the android's golden eyes, her body finally caught up with her brain as soon as GLaDOS pressed the device to the center of her chest. She hated the look on the android's face, she looked amused. Chell was fighting to breathe normal, even swallowing was difficult, she had no idea what that would do to a human, if anything.

GLaDOS took the protective covering off the button, the smirk on her face not helping Chell what so ever, who was dead set on not moving, she even stopped breathing at the sight of the androids thumb hovering over the button.

"You will test for me.", GLaDOS asked, or demanded.

"Yeah."

"Whenever I want?"

".. Yeah.", Chell half groaned the answer.

"And, you will lead me to your horrible friends.", the android squinted her eyes, knowing she would have a hard time answering.

Chell opened her mouth as if to answer, then sighed in defeat.

"Wrong answer!", GLaDOS gave Chell a ungodly demented grin.

The woman closed her eyes tight, expecting some unpleasant feeling. She waited, her heart feeling like it was going to explode.

"I think I made my point.", the android finally spoke.

All Chell could do was open her eyes, which automatically looked at the device on her chest, the button pressed down. Her body finally remembering to breathe.

"It doesn't activate on organic surfaces.", GLaDOS removed it from the woman's chest.

"And you call me a monster? I don't think I can handle many more of these dramatic moods.", Chell pathetically tried to catch her breath as she relaxed her body and let her arms down.

GLaDOS didn't let the subject change, her face was still serious. "Do you understand now? Or do I need to elaborate and use small words?"

Chell picked up the orange suit from the floor before walking to her bed. "You didn't kill me, and they were wrong." She sat down the bed with a huff, she notice her hands were shaky. "But at this rate if you keep up with these mood-swings of yours..", she teased.

"Oh, I guess your brain isn't totally a waste then." GLaDOS let a light smile on her lips before turning to leave the room.

"Wait, I almost forgot!", the woman was fumbling with the orange suit, patting down pockets in a search. "Ah, here we are.", she dug out the pen and held it up with a smug grin, waving it.

GLaDOS quickly snatched the pen from Chell's hand. "You found an Aperture Science Cylindrical Publication Fabricator. I was.. not expecting that."

"Told you I would find one.", the woman kept her smug little grin on. She almost felt like she bested the AI.

GLaDOS gave a slight _hmph,_ before putting Chell back down a notch. "You have 4 hours to sleep before we begin testing.", she alerted.

"Wait, what? 4 hours? I haven't slept in.. who knows how long!", Chell angrily argued. "I need more than 4 hours.."

"You agreed to test, and, whenever I wanted you to test. You should be thanking me for even letting you get _that_ much." GLaDOS didn't give Chell a chance to further discuss her sleeping schedule, the android quickly opened the door and left.

Chell shook her head frustratingly before falling over and burying her face in a pillow, muffling words, most likely unkind words, into it.


	5. Chapter 5

_A long constant tone of a heart monitor sounded quietly, as two gentleman loomed over a small table, silent and fixated on the mess of wires and flesh that laid there lifelessly. One man seemed on edge, fidgeting as his eyes lept from the subject on the table, to the machine, which remained at a sad tone._

_BEEP_

_The heart monitor started showing a rhythmic zigzag pattern. The two men stared at each other with a look of accomplishment, yet their faces also showed a hint of terror. One of the men grabbed the wrist of a small child, pressing on it's wrists, his lips counting quietly as he watched a clock on the wall._

_"Her pulse is perfect."_

_The fidgety gentlemen started almost bouncing in his spot, wide-eyed while pointing at the child, "Look.. she's breathing; she's actually breathing! This is amazing!", the child on the table gasped for air, immediately starting a slow paced up and down motion as her lungs took in their first wind._

_The two men in coats continued their vital checks of the child, carefully pulling wires and tubes from the child's body, while idly moving her limbs about. The two men stopped, as they both looked at the last wire that was_

_attached to the child's bald head. They didn't move for a good minute._

_"Pull it.", said the more calmer man._

_"What if..if it's whats keeping her alive?", the scruffy, slightly twitchy man asked in concern._

_The other man rolled his eyes, obviously used to working with paranoid man. "If it is, we'll just start it over again, like we have the last 14 times."_

_The man pulled it. Everything remained the same; the beeps, the breathing. Almost forgetting to breath himself, the man took in a gasp, and let out an exhausting sigh._

_"Well, she's still alive.."_

* * *

><p>Chell was tired. Trying to fall asleep after the day's experiences was not happening. Of course, the twinge of paranoia that sat in her mind was most of the problem. After mentally recovering from GLaDOS' over reacting behavior once again, she began thinking of the two men, and possibly more, from deep within the facility. She knew in her mind the AI wouldn't leave them be, knowing how much she despised her creators and anyone associated with them. She fought with herself between scurrying back to the men, or having a talk with GLaDOS. Maybe she could show mercy? Maybe the bit of Caroline still inside her would be more influential within the android body that had access to deeper emotions.<p>

With a whiny moan Chell forced herself from the bed, oh how she did not want to leave it, her body felt heavy and cold with exhaustion. She picked the orange jumpsuit from the bed, wrestling to find the legs.

"Need more clothes..", she started slipping her legs into clothing. "Everyday; orange.", she started rambling, she never did enjoy the attire she was forced to wear. "And it's itchy, and hot.", the sleeves were tied in the usual place around her hips. "I really need a nap.. I sound like a child.". She pulled her tank-top down, straightening it in place while she stepped to the ASHPD on the floor, she took it in her hands.

"That's.. a mess.", she held it above her face, peering inside the hole GLaDOS left. She assumed the tiny device she withdrew from the inside must of been located in the middle as loose wires and broken or chipped pieces of metal and plastic outlined the hole. Her disappointing frown soon turned into a grin, "This is broken, oh no.", her sarcasm was thick, "I guess I can't test, whatever shall I do now?", she dramatically pouted.

Chell laughed quietly, hurriedly clasping her long fall boots on, she made her way out of the room.

* * *

><p>"It's been destroyed. Incinerator, no doubt.", Charles voice calmly commented to Paul from behind a badly constructed laptop.<p>

"And the woman?", Paul worriedly asked.

"You know she's still alive, Paul.", Charles reassured his colleague. "_She's_ incapable of killing that girl. We've seen it time and time again, and that's how it's supposed to be." Charles peered up from his laptop at Paul, almost as if he read his mind.

"She's coming, isn't she?", Paul worriedly asked. "But the people in the building! We should move to a-"

"Have faith in the plan, Paul. We went through every possible scenario, and they all ended the same.", Charles reassured his colleague with a calm voice.

Paul rubbed his face nervously with a shaky hand. "I hope you're right, Charlie, we have innocent people here now."

* * *

><p>"It's only been 2 hours and 49 minutes. Your lunacy is showing."<p>

Chell's eyes searched the circular chamber for GLaDOS' android self. She found it easy to distinguish between the voices depending on which machine she was inhabiting. She found the AI on top of the main body as she approached, her hands hidden inside of the core underneath the pulled up white plating.

"Your tests are not yet complete; though I do appreciate your eagerness.", the android took her hands from the core, pushing the plate to it's original position.

"Sorry, can't test today. Some homicidal maniac stormed into my room and punched a hole in this.", Chell waved the portal in the air while giving GLaDOS a crooked smile, watching her slide down off the core.

"Easily repaired. I made sure to avoid breaking anything overly important. Something you should practice by the way.", the android shot a glare behind her, noticing a length of her hair was caught on the core, she started tugging on it.

"Wait.", Chell stepped around GLaDOS, giving her a faint smile before freeing a length of the android's long entangled hair from the core.

"I don't know who was in charge of choosing how long to make this useless head covering- ..I'm sure they're dead though, I probably killed them already; lucky for them."

"Don't be like that.", Chell frowned at the android. She found it unnerving at how easily the AI boasted about her past homicidal actions. "I think it looks nice.", she complimented.

"Compared to the stringy rat's nest on your head, I'm sure you do.", GLaDOS gave the woman a crude smile.

"_A simple 'thank you' would of been fine, you know_.", she mumbled quietly.

GLaDOS made her way to the other side of the still core, removing the side casing.

"Can I help?", the woman questioned, not knowing if she would even be of any use.

The android peered around the side and gave Chell a quick look over. "If you must. I'm not going to give you anything overly important to do, given your past experiences of destroying things. You know, like _me_.", she gave Chell a small glare.

"I'm sorry.. about all that- from before.", she moved her head around the main core, trying to make eye contact with GLaDOS.

"We're even, then.", the android refused to return a look to the woman, keeping her focus on the insides of the machine. "Hold this.", she handed Chell something that resembled a tiny box with cut wires protruding from the sides.

"A-alright.", Chell frowned, slowly rotating the object in her hand as she examined it with her head down. It was more of a idle gesture to keep her hands busy. She was concerned with the way GLaDOS was acting. While she hated her outbursts, she was finding the AI quite, nice, to be around when she had her appropriate emotions.

"Don't tell me my insults actually had an effect on you for once."

Chell briefly glanced up to the AI, who was now looking at her from around the core. She shook her head lightly, "Where's Caroline?", her voice was almost a whisper.

The AI paused momentarily, "Is that what that pathetic face is for?", GLaDOS gave her a small static sigh, returning to working on the core's insides. "Do you enjoy it when the programming has difficulty controlling the violent outbursts?", she loudly closed the white plate, continuing, "Though, I suppose now we can add Masochism to the long.. long list of negative traits you have built up."

"Of course I don't.", she handed GLaDOS the tiny box shaped object, choosing to ignore yet another insult, "I like it when you are fully yourself." Chell could hardly believe she used the word "like" in this context.

GLaDOS only stared at her, studying the features on her face, reading her emotions. She had her reasons for shutting away the part of her that gave her reason, morality-, feelings. It was getting progressively harder to maintain the artificial part of herself clean of her. Caroline was like a virus to her, always lurking, and difficult to get rid of; not that she wanted to. She finally decided to reply to the woman while taking the tiny box, "I can't risk the detrimental side effects, or more so,_ you_ can't handle them."

"Is that the only reason? You- you're worried for my safety?", Chell was risking disappointment questioning her motives, but she had to know what was going through the AI's mind.

"Well you are my only test subject as of right now until I finish the programming for the androids."

Chell's risk did indeed reward her with disappointment and her face showed it. Maybe she _was_ a masochist she thought as she wanted to press the issue further with the AI. "Is that all you want me around for, is testing?" She almost instantly wanted to take her question back, she knew the answer to it, and it almost insinuated that she wanted something different than being a test subject.

The human actually caught her off-guard, GLaDOS wasn't prepared for such a question, not yet. Her yellow eyes randomly looked around, as if searching for an answer, which was agonizing to her; shouldn't take moments to find an answer, answers were supposed to be instantaneous. The android's hands tensed up into fists as her annoyance spread, resulting the shattering of the tiny box.

"I'll take that a 'yes'.", Chell brushed her bangs back and gave an empty smile, simply trying to avoid looking like she was bothered by the response.

"I didn't answer.", GLaDOS released her grip on the crushed box, letting it fall to the ground. "I just- you don't understand.", she fought with herself to answer.

Chell gave the broken pieces on the floor a quick look, the back of her mind associating those bits of trash with her limbs. She was quick to dismiss her wandering thoughts, she wanted to know what was going inside someone elses mind. "Tell me so I can.". She tensed her legs, preparing for an easy start of a sprint in case the AI lashed out.

GLaDOS scowled indirectly at Chell. She decided to confide in the human, the same one who time and time again has brought her more misfortune then she's ever had to deal with. But, the same one who helped her when she needed it most; chasing birds away, fixing her tuber issue, ridding the facility of a blue eyed idiot. "Ever since she resurfaced in my programming; the memories, the horrible moments before my activation, and worse are the ones afterwords." She kept her eye contact minimal with the woman as she spoke. "So much resentment, it's over-powering."

"What is she angry at?", Chell found GLaDOS was correct; she didn't understand, she tried to ask as sympathetically as possible. She heard Caroline plenty of times on the pee-recorded messages from deep within the facility, she always sounded so pleasant. It was hard for her to imagine that kind-looking woman in the portraits being anything but angry.

"Humans- the scientist and engineers. Everyone.", her hands grasp her head, as it shook side to side, her hands losing themselves in her white hair. "The more I think about it the worse it gets, so much hate; filthy humans.. They forced her to be with me! She didn't want it, she pleaded, she cried.. it hurt so much- they hurt her.."

Chell's stepped up to GLaDOS carefully, taking her hands from her head in a comforting grasp, despite the AI's mixed appearance being of something wrathful and sourness. She had no words for her, what could she possibly say? Knowing the battle inside of GLaDOS' mind was over humans, and well, she was one of those last she checked. Chell decided to be her old self and remain silent. She tilted her head, regaining eye contact with the android, she waited until she focused on her and gave her a warm smile, letting go her hands and wrapping her arms around her, holding her tight.

GLaDOS had not one bit of hesitation when it came to placing her arms around the woman. It felt good, she didn't understand why, and she didn't care. "She merged with me.. a program. A program with protocols for self-preservation.. they were a threat, they hurt us, so we tried to fight back." She felt like she could of melted in the humans arms, she was immensely angry, yet, calmer than she's ever been. "They hurt us more, trying to get us to behave. The cores; they made it worse, they chased the human part of me away." GLaDOS paused, not wanting to divulge more, she pressed on, "Once she was mostly gone, there was no more humility to stop me from getting rid of the threat." By now, the android's voice was pained, "It was hard. If it wasn't for her influence, no would of died. But at the same time, if I was alone, there wouldn't of been any deaths either."

Chell was shocked at the openness of GLaDOS, but more so from the events of long ago. She started to understand what really went on inside that complicated mind of the AI. She still held on to the android while wondering what she could possibly do or say that would make her feel better. It was obvious to her that Caroline had emerged more in GLaDOS over the short time span since their talk began. This made her feel nervous to say the least, seeing as the ratio between Caroline and crushing injuries are 1:1. She wasn't about to let go though.

"That's why I need to keep her down..The memories are too much, I don't want to hurt you.", GLaDOS released her grip on the woman, "Do you understand now?"

Chell looked up at her, she felt horrible, there wasn't a thing she could do for the AI. "Don't hide her. It'll hurt every time she comes back."

"I can't, I don't want to end up-"

"You haven't harmed me yet, and I _know_ she's running through you right now.", Chell was actually starting to feel annoyed, she felt with some effort, she could help GLaDOS gain better control of herself, leaving her to experience real emotions.

"You're not going to drop this, are you? Have you already forgotten about your recent injuries? Which, by the way, are still quite visible, so it's not like you-"

GLaDOS was interrupted by a very, very suicidal human that managed to press her lips onto hers quicker that she could react. She was dumb-founded, but only momentarily. She returned the kiss and gently placed a hand on the woman's cheek. She fought with herself, not wanting to hurt Chell again, but this, this felt so right to her, so comforting. She took the woman by the waist, pulling her closer, pressing them together tightly.

Their kiss lingered until Chell broke away, taking in much needed air. She smiled at the android, seeing the more content disposition she had. The two found themselves in a hugging embrace again.

GLaDOS was unsure of what she was feeling. She knew she could experience mental emotions quite well while her android body and the human part of her were working together, but, the other parts of her, the physical aspect; had those 'idiots' actually designed it to experience what feels similar to the euphoric testing protocols in her center core? Those perverts; wonderful perverts.

This revelation was cut short by a quiet.. snore?

"_Seriously_?", the android looked down, the woman was far gone, she had finally gave into her need for sleep. "_You owe me twice the tests.._", she whispered in an annoyed tone, picking the woman up with ease and walking out of the circular chamber.


	6. Chapter 6

"Miss Caroline, the children are arriving.", a crackling, static filled voice announced over a small intercom on a tidy wooden desk.

"I'll be right down, Marsha.", Caroline responded with a sad underlying tone.

She should of been thrilled by the prospect of meeting the personnel's daughters, she always loved children but never had any of her own, so any chance she got to hug or spoil the occasional niece or nephew, or even an employee's child gave her such a thrill. But the thrill was absent, over shadowed by science, of all things. The past week was wearing her down emotionally. The 'boys' in engineering had finally completed their last task Cave had assigned them; creating a host for the purpose of transferring a human psyche.

Those men had been hounding her all week trying to get her to come see the marvel. She knew better, all they wanted to do was convince her to go with the plan, to become part of the facility, to become.. trapped.

Cave had only the best intentions for Aperture, for Caroline. Deep down she didn't want to disappoint him. Maybe if she could persuade the engineers to wait til she got to frail or weak to do her job, which she loved, then she would be more inclined to go with their plan.

She smiled at the large painting of Cave Johnson on her office wall, "Let's go meet the girls, shall we?"

Before making her way out her office, she stopped to check herself in the mirror on the wall, placing a few stray hairs in their proper place then smoothing out her blouse and skirt. She prided herself on not only her abilities in the science field, but also her appearance. That was one of her few weaknesses; she was vain at times. Out she went, head held high.

"Caroline! The girls are waiting, they are eager to meet with you today. Should see their science projects; cutest damn things ever.", a man in a grey suit with a white lab-coat rushed to her side, wrapping his arm around hers excitedly.

"I hope that "Alternate Power Source" wasn't too difficult for the young ones.", she worriedly asked.

"Are you kidding? These are the daughters of the brightest minds in the world; something is sure to rub off on a few of them.", the man chuckled, guiding Caroline down the hallway.

Caroline quietly laughed with the gentleman. Upon reaching a door, she stood by while he offered to hold it for her. She frowned at the man while feeling something wasn't right.

"This-this is the engineers laboratory, did you set the girls up in here?", she hesitated stepping into the room, which was darkened.

_"The little girls wanted to give you a little surprise, like a party almost, there's even cake.", _he whispered into her ear.

_"I hate surprises."_, she stayed outside of the door.

_"Well I told you about it; now it's not."_, he quickly murmured.

_"Good point."_

The pair stepped into the room, Caroline felt her palms moistened with anxiety. She hated the dark ever since she was a toddler, not knowing what was around her always frightened her. It wasn't a fear of monsters, or the boogy man, just the unknown. Perhaps this is why she decided to pursue science; to know the unknown.

Bright lights flashed on, a loud slam behind her. The door closed. Caroline waited for the sounds of children while her eyes adjusted to the sudden glare. She was met with no such thing, only five lab-coated men, not including the one behind her who stood in front of the door.

"I don't- What is going on?", she took a few hard steps forward, her heels clicking on the tile, angerly eying each of the men. "Where's the children?"

"I'm sorry, Caroline. Truly sorry.", one of the men spoke from across the room, his voice cracking nervously. "We are only following Cave's request."

"You.. no! If you think for a damn second that I'm going to let you put me in that machine, you are mistaken!" she crudely waved a pointed finger at the man across the room, she had enough of the same group tailing her everyday, begging her to go through with the procedure. She turned to peer at the man at the door, the one who led her in here, her face wrinkled with anger, "And YOU! You're fired! Box up your belongings. Out the door. Parking lot. Car. Good-Bye!". With that she waved her hand at the man, as if to excuse him.

The man lowered his head, he felt absolutely horrible. He always enjoyed Caroline's presence, she brought a smile to his face everyday. And now he had to upset her to the point of loosing his job. Though, he greedily hoped his job would still be intact after the upcoming event.

Two of the men approached Caroline, taking her by the arms in a firm grasp, "We are sorry, please understand. We've worked so hard, for you, and Cave."

"Wait, what are you doing? Let go of me this instant!" Caroline gave the two men a hurtful scowl, trying to resist as best as she could.

A more serious, less expressive looking man approached the pod like bed, patting it softly. The bed was hooked up to dozens of wires, thick conduits, all leading to a large computer near the observation window. "Lay her down in here." His seemed less apologetic, and more eager.

"What? No! Please! I'm not ready for this!", she pleaded desperately as the men picked her up off the floor slightly. One of her heels dropping off her foot as she kicked her legs, giving everything she had to avoid being placed inside the tube shaped bed.

"Hold her still!", the man shouted after being kicked in the hip by the frantic woman, trying without luck to grab her legs.

It took a bit of fighting, being kicked in various places, and avoiding close calls with teeth, but three of the men managed to hold the woman down inside the pod. She was a strong woman, but not physically. It wasn't long before she lost the ability to continue struggling against the stronger males. She knew it was a loosing battle. Then came the restraints that were located inside the bedding, which were promptly fastened around her torso, arms, and legs. That's when she lost it.

"Please..please..", she was exhausted, her face wet with tears and small streaks of grey makeup crept away from her eyes. She saw the looks in the men's eyes, the sadness they felt, the guilt. But they wouldn't do what's right.

"Why are you doing this? It doesn't need to happen!", she cried out, terrified as the expressionless man placed the wired leads in various places on her forehead and neck. She did what she could to avoid it, still having plenty of mobility in her head, shaking her head around, her hair becoming a less preen mess of loose strands.

"I don't want this, please!", her voice was drowned in terror. She turned her head, looking at each man, lingering her gaze. She knew if she could, after all this is said and done, she would remember who was here; they were to be fired, to be punished for humiliating her so much.

**[Genetic Lifeform and Disk Operating System now online, proceed with subject map to core transfer?]**

"Yes, proceed.", a voice came the other side of the room. A set of large computer's overlooked the central chamber via thick windows. A man standing at the console, typing slowly on it, as if stalling.

**[Subject- Caroline [static] - found. Do you wish to proceed with subject map to core transfer?]**

"..NO! Nonono!", Caroline felt a wave of relief flowing through her, she was unaware there was such a safety protocol built into the programming.

**[Stalemate Detected. Subject map to core transfer cannot continue.]**

"Why on earth did we add that in?", the man chimed from the window.

**[Stalemate Resolution Associate: Please press the Stalemate Resolution Button.]**

"What?", Caroline tried to sit up as the anger rushed back through her, the men only kept her down. "What is the point of having safety protocols when you can just easily over-rid them with a button?"

The male at the computer didn't bother looking at the button when he reached over, tapping the red plastic with ease.

**[Stalemate Resolved. Transfer can now continue.]**

"Please, re-think what you're doing! I don't want this.", Caroline gave another plea to the man looming over. Her eyes wandering to a thick cable in his hand.

**[Map transfer completed. Awaiting neuro analysis.]**

That was the last thing she remembered hearing. The last few moments of her life; only thing she felt was her head being lifted up, or rather, hugged, a kind hug she thought. Then the sharp, excruciating pain at the base of her skull. Then the screaming, or maybe trying to, at least she wanted to. Everything was silent. She could feel the cable and the multitude of microscopic fibers worming their way around inside the scruff of her neck. Everything went black.

Waking up was far worse.

* * *

><p>Chell's eyes lazily opened. She stared at the ceiling, waiting for her heavy eye-lids to stop fighting with her. Giving a big yawn and an equally big stretch, she started recapping bits of what occurred before she passed out. GLaDOS was overly.. not herself. Not that there was anything wrong with it, but she started remembering how she opened up, allowing her to know her unsettling past. She almost couldn't blame her for taking so many lives.<p>

The woman sat up, allowing her arms to hold her weight, she took note of her clothing, still the same jumpsuit, and even her long fall boots were still attached. She was starting to dislike the repetitive clothing. With one more yawn, she crept off the bed. Worry soon flooded her mind as she remembered GLaDOS' plan to hunt out the remaining people deep in the facility. How long was she sleeping? Was it too late to intervene? She almost panicly looked around the room, hoping to find the portal gun, wanting to rush down below.. until her eyes spotted GLaDOS herself.

The android laid back in the chair, her head hanging off the back, arms limply hanging down, and her silky white hair almost touching the ground in that position. Her eyes were closed, she almost looked sleeping she mused. Chell slowly crept towards her, a few thoughts running through her mind, what if she already went down below and went on a rampage, or maybe she left her body in her room while she switched to the central core.. both really didn't settle well in any case.

"H-hey.", Chell meekly called in a raspy, over slept voice while slowly approaching the android. She cautiously reached her arm out to touch a shoulder. "Are you.. in there?", her voice faulted as she was unsure how to ask.

GLaDOS' yellow eyes opened and blinking a few times, she gave the woman's a hand on her shoulder a quick look before looking to Chell. She understood her expression of worry, but was unsure of the direct cause.

"According to my data; it's rude to bother people that are resting, or appear to be. And also unwanted touching.", the android lifted her head, straightening her posture in the chair. "Is something wrong? You didn't destroy something, did you?"

Chell pulled her arm back, "I was just checking. I thought you left yourself here."

"What a ridiculous thing to say.", she stood up while readjusting the ties around her waist. "I merely put myself in a low energy using state while reviewing more of Caroline.", she admitted. GLaDOS started towards the exit of the room. "And after no-so-much deliberation on my part, I've decided those men must be dealt with."

GLaDOS stopped in her steps, feeling Chell pull on her arm.

"Wait, please?", the woman requested, she gave the android a doleful stare. "I don't think they're a threat at all. Confused, yeah. But I don't see-"

"Your _friends_ are horrible people. Did you forget about the little device they gave you?", GLaDOS was obvious sullen, she was almost disappointed in the woman for still trying to defend those men.

"They just don't understand. All they remember is the day, that, you know.", Chell looked down, not wanting to bring up that particular subject.

"And _you_ don't understand." she glanced to the woman's hand that was still holding her arm, doing her best not to sound emotionally unstable. "Between that device; which by the way, would of reset my system and erased, well, everything. And those men.. ", the android clenched her fist in anger, "Those men, I know them from somewhere, and not in a positive way."

Chell let her grip on the arm go, she had no points to argue with. She assumed the AI's clouded memories of the men must of struck something uneasy. The best she could do is at least attempt to keep the peace. "Can't you talk to them at least?", she cheekily smiled, "I mean, you are the more intelligent being, no sense rushing in, murdering everything."

"You have a point. I wouldn't want to be confused for you."

Chell let the poor attempt at an insult from GLaDOS slide as she kept a firm stare at her. She had her doubts the AI would actually take her advice, but that wasn't going to stop her from trying. "Take me with you?"

"It was already a plan to take you."

* * *

><p>Chell was undoubtedly nervous. After a small argument over who would carry the repaired ASHPD, which Chell won in the end quite happily, they started their trip into lower Aperture. Chell wasn't a mess over that fact, but she knew what GLaDOS was capable of lately; or lacking. Self control was hard on the AI, she knew this, she saw the way she was fighting with herself in her body language and voice. She started wondering why GLaDOS was even bothering to say in that pristine body if it gave her so many problems. The AI could easily find a way to deal with her 'infestation', so GLaDOS called it, while in the central core where she had more control of herself, and the facility. Was it not a choice, or maybe there was something wrong with the core? Or, what if, she <em>liked<em> being in that android.

Ducking under a low hanging pipe, following GLaDOS, Chell finally broke the silence. "Do you like being in that body?", the question was simple enough not to warrant an insult she figured.

GLaDOS didn't respond right away, or even bothering looking back at the girl, "Yes.", she said with a stolid voice after her pause. "I don't enjoy the aspect of not being in full control..", she paused, squeezing around a large piece of debris, "But it does give me mobility to accomplish tasks, like repairing my core.". GLaDOS tone was slightly too happy as she spoke.

Chell thought back, wondering about the tiny box-sized device from yesterday. "That didn't look like repairing.. ", she trailed off, remembering the shattered box.

Flashing a grin back towards the girl, "It was an unnecessary piece of equipment."

"What did it do?", Chell questioned, her voice staggering a bit, almost afraid to ask. GLaDOS grinning was never good.

"A hub. For cores.", she kept her comment short and sweet, just like she felt about the removal of it.

"That tiny little thing?", Chell wrinkled her face, not being able to understand the mechanics of large ball to small box.

"It's .. complicated.", the android shook her head, not really caring to explain the intricacies related with how electronics worked to the curious girl.

Chell nodded, not really caring to hear the explanation.

At least they were on the same page.

* * *

><p>The pair finally neared the bottom of the debris ridden path. Stopping, they both took a long look around. It was still as quiet as Chell had remembered, not a soul in sight, no sound but the low rumble of the facility that she was used to, albeit quieter. She did take note of GLaDOS' disposition, she would never admit it, but she was sure the AI was feeling intimidated by the ordeal.<p>

"This is far more unfavorable than being stuck in that horrible potato.", GLaDOS loathed, a slight hint of static in her voice, "I can't- feel anything down here.". She was so used to being in charge, the omnipresence; the reduced amount of control on the facility coupled with the interference devices that were scattered from the start of their decent left her experiencing a strange and ominous silence in her android form. "I'm barely able to access any surveillance from my own core chamber."

Chell didn't take long to seize the moment of the potential regret on the AI's part, "We should get you back up top then.", she lightly tugged at the android's arm, hoping she would give into the troubled feelings and take her advice.

That advice was quickly shot down as GLaDOS pulled her arm away, letting a exasperated noise past her lips, "Not until we are finished here. It would be far worse to let them to continue their infestation of my facility."

Once they continued down onto the dirtied, shack lined path, GLaDOS found herself trailing behind Chell this time around, who indeed found it to be odd behavior. The android's eyes focus' on each of the outlining shacks as they passed by, as if searching for life, or threats. All she had to go by was sight and sound, and she hated it, even it was far above that of a humans.

"Talk first, then decide?", Chell questioned, wanting reassurance as they climbed the few stairs that lead to the main door.

"Can't promise you anything."

At least it wasn't a 'no', Chell figured that was the best she was going to get out of her as she gave the still rough door a few hits with her shoulder, pushing it open.

They slowly stepped into the lobby of the building. Chell instantly set her gaze on the chair, taking everything to resist the urge to plop down into once again. GLaDOS on the other hand, was notably gathering information on every single object in the large room, her eyes focusing on each piece of furniture, painting, window and halls, of course it only took her a few moments to take everything in.

"I knew you were coming back eventually, and you brought a _friend_ I see.", a familiar voice, Charles, rang down from a balcony off to the right side of the large space. He only stared at GLaDOS, seething from her presence. "Why would you bring that monstrosity here?", he spoke down to Chell, the resentment in his voice was clear.

"She was going to come with or without me, I only came to-", she gave a look of annoyance as soon as she was interrupted. She was starting to hate that.

"I don't think you understand the danger you are putting us all in by bringing that, _thing- _that we tried so hard to keep away, right into our home!"

GLaDOS said nothing, her disposition unclear, her head was looking down, avoiding eye-contact as her hair crept over the sides of her face.

"I only came to try to get you two to talk it over, maybe you can come down and we can-", she found herself almost hiss as GLaDOS grabbed her arm, pulling her close to her.

"_If he comes down here, I won't be able to control myself._", she quietly speaks to her, wanting to avoid being heard by Charles, who was leaning slightly over the balcony trying to hear, not caring too much for the whispering.

Chell only gave her a quizzical look.

The grip on Chell started tightening, almost painfully. "_He..he was there, when they made Caroline.. no, forced her to be with me. Seeing his face, I finally understood why his voice was so familiar_."

Chell was wide-eyed. No wonder she was acting off. She took a glance at Charles before returning her look to GLaDOS, who already had a stone gaze on the man on the balcony. It only worsened as he stared back at her.

"What's that look for now?", a sense of mocking in his voice, he knew by Chell's look what was generally being said, he gave the android a sheepish grin.

Chell wondered if the man had a death wish. She imagined it wouldn't take long for GLaDOS to actually reach the man, and even less to 'exterminate' him. Though, she found it odd the AI didn't even make a move yet.

"We need to go, _now_.", she sharply announced to Chell, tugging at her arm as she turned for the door. "My motion detectors; someone is very very close to my core chamber."

Chell shot Charles distrusting glare before allowing herself to lead by the android. Charles only expectantly watched them take their leave to the door, before stepping away from the balcony out of sight.

"They _knew_ we were coming!", GLaDOS angrily swung the door open, letting it smack into the wall as she yanked Chell through the door way.

Their leave was quickly halted as they stood outside of the door way. Three men were waiting a short distance from the stairs. These men didn't look like the skinny, more well kept scientist type, they seemed to have more brawn, clearly not ones for light work. GLaDOS gave them a disturbing look, focusing on the objects in their hands. She carefully readjusted her position to keep Chell behind her person.

"Is that..", she squinted her eyes, not that it would help her see, she was just in shock, "Are those.. my turrets?" Chell was equally confused as she tilted her head at them with a slack-jaw.

The turrets were the usual glossy white, non-dysfunctional variety. Except their leg stands were missing, and they had no life to them, no small voice to announce their presence, or targeting accomplishments. Even their small red 'eyes' were dim. It didn't take long for GLaDOS to understand the purpose of the revised turrets. They were human usable weapons, or a firearm in this case, that just happened to fire the whole bullet.

GLaDOS found herself thinking for less than second on how ingenious that was for a human to render a turret into a hand-held turret... a '_hand-held turret_', she saved this information for later use.

The men didn't show any sense of mercy as the turrets started firing.


End file.
